Exhibit 3.2
FORM OF BY-LAWS
DB Depositor Inc.
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STOCKHOLDERS
1. Annual Meeting.
An annual meeting of the stockholders, for the election of directors to succeed
those whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, at such time, and
on such date as the Board of Directors shall each year fix, which date shall be,
within either thirteen months after the date of incorporation or after its last
meeting of stockholders.
2. Special Meetings.
Special meetings of the stockholders, for any purpose or purposes prescribed in
the notice of the meeting, may be called by the Board of Directors or the Chief
Executive Officer and shall be held at such place, on such date, and at such
time as they or he or she shall fix. A special meeting of the stockholders shall
be called by the Chairman of the Board upon receipt of a written request of
stockholders owning a majority of the stock of the Corporation then issued and
outstanding and entitled to vote on matters to be submitted to stockholders of
the Corporation. Any such written request shall state a proper purpose or
purposes of the meeting.
3. Notice of Meetings.
Written notice of the place, date, and time of all meetings of the stockholders
shall be given, not less than ten nor more than sixty days before the date on
which the meeting is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here
and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, written notice of the place, date and time of
the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
4. Organization.
Such person as the Board of Directors may have designated or, in the absence of
such a person, the Chief Executive Officer of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders and act as chairman of the meeting. In the absence
of the Secretary of the Corporation, the Secretary of the meeting shall be such
person as the Chairman appoints.
5. Conduct of Business.
The Chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seems to him or her in order.
6. Consent of Stockholders in Lieu of Meeting.
Any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the date of
the earliest dated consent is delivered to the Corporation, a written consent or
consents signed by a sufficient number of holders to take action are delivered
to the Corporation in the manner prescribed in the first paragraph of this
Section.
BOARD OF DIRECTORS
Number and Term of Office.
The number of directors who shall constitute the whole Board shall consist of
one or more as determined by the Board of Directors. Each director shall be
elected for a term of one year and until his or her successor is elected and
qualified, or until his or her earlier removal at the discretion of the majority
of shareholders or until his or her earlier resignation, except as otherwise
provided herein or required by law.
Whenever the authorized number of directors is increased between annual meetings
of the shareholders, a majority of the directors then in office shall have the
power to elect such new directors for the balance of a term and until their
successors are elected and qualified. Any decrease in the authorized number of
directors shall not become effective until the expiration of the term of the
directors then in office unless, at the time of such decrease, there shall be
vacancies on the Board which are being eliminated by the decrease.
Vacancies.
If the office of any director becomes vacant by reason of death, resignation,
disqualification, removal or other cause, a majority of the directors remaining
in office, although less than a quorum, may elect a successor for the unexpired
term and until his or her successor is elected and qualified.
Regular Meetings.
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
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Special Meetings.
Special meetings of the Board of Directors may be called by one-third of the
directors then in office (rounded up to the nearest whole number) or by the
Chief Executive Officer and shall be held at such place, on such date, and at
such time as they or he or she shall fix. Notice of the place, date, and time of
each such special meeting shall be given each director by whom it is not waived
by mailing written notice not less than five days before the meeting or by
telegraphing, telecopying, cabling, or personally delivering the same not less
than twenty-four hours before the meeting. Unless otherwise indicated in the
notice thereof, any and all business may be transacted at a special meeting.
Quorum.
At any meeting of the Board of Directors, a majority of the total number of the
whole Board shall constitute a quorum for all purposes. If a quorum shall fail
to attend any meeting, a majority of those present may adjourn the meeting to
another place, date, or time, without further notice or waiver thereof.
Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute presence
in person at such meeting.
Conduct of Business.
At any meeting of the Board of Directors, business shall be transacted in such
order and manner as the Board may from time to time determine, and all matters
shall be determined by the vote of a majority of the directors present, except
as otherwise provided herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.
COMMITTEES
Committees of the Board of Directors.
The Board of Directors, by a vote of a majority of the whole Board, may from
time to time designate committees of the Board, with such lawfully delegable
powers and duties as it thereby confers, to serve at the pleasure of the whole
Board and shall, for those committees and any others provided for herein, elect
a director or directors to serve as the member or members, designating, if it
desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law if the resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide. In the absence or
disqualification of any member of any committee and any alternate member in his
place, the member or members of the committee present at the meeting and not
disqualified from voting, whether or not he or she or they constitute a quorum,
may by unanimous vote appoint another member of the Board of Directors to act at
the meeting in the place of the absent or disqualified member.
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Conduct of Business.
Each committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provision shall be made for notice to
members of all meetings; one-third of the members shall constitute a quorum
unless the committee shall consist of one or two members, in which event one
member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Any action required may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee.
OFFICERS
Generally.
The officers of the Corporation shall consist of a Chief Executive Officer, a
President, one or more Vice Presidents, a Treasurer, a Secretary and such other
officers as may from time to time be appointed by the Board of Directors.
Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of stockholders. Each
officer shall hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Any number of offices may be
held by the same person.
All officers of the Corporation shall have such authority and perform such
duties in the management and operation of the Corporation as shall be prescribed
in resolutions of the Board of Directors designating and choosing such officers
and prescribing their authority and duties, and shall have such additional
authority and duties as are incident to their offices except to the extent that
such resolutions may be inconsistent therewith.
Delegation of Authority.
The Board of Directors may from time to time delegate the powers or duties of
any officer to any other officers, agents, or to any person named by the Board,
notwithstanding any provision hereof.
Removal.
Any officer of the Corporation may be removed at any time, with or without
cause, by the Board of Directors.
Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chief Executive
Officer, the President or any officer of the Corporation authorized by the Chief
Executive Officer or the President shall have the power to vote and otherwise
act on behalf of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.
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STOCK
Certificates of Stock.
Each stockholder shall be entitled to a certificate signed by, or in the name of
the Corporation by, the Chief Executive Officer or the President or a Vice
President and by the Secretary or the Treasurer, certifying the number of shares
owned by him or her. Any or all of the signatures on the certificate may be
facsimile.
Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
MISCELLANEOUS
Facsimile Signatures.
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these by-laws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
Corporate Seal.
The Board of Directors may provide a suitable seal, containing the name of the
Corporation, which seal shall be in the charge of the Secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by an Assistant Treasurer.
Reliance Upon Books, Reports and Records.
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation, including reports made to the
Corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.
Fiscal Year.
The fiscal year of the Corporation shall be as fixed by the Board of Directors.
AMENDMENTS
These By-Laws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.
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